-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U5DkRyi1MMQHnZIS9Dx7ay9NuXofopNwNK9i7rpj756DPQutMAWm7Pmk4lD6mVYO wkYk6LPxQCfku/fVc1B+qg== 0000921895-98-000991.txt : 19981228 0000921895-98-000991.hdr.sgml : 19981228 ACCESSION NUMBER: 0000921895-98-000991 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981224 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL MATERIALS CORP CENTRAL INDEX KEY: 0000024104 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 362274391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-13816 FILM NUMBER: 98775257 BUSINESS ADDRESS: STREET 1: 225 WEST WACKER STREET 2: SUITE 1800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126617200 MAIL ADDRESS: STREET 1: 225 WEST WACKER STREET 2: SUITE 1800 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL URANIUM INC DATE OF NAME CHANGE: 19660830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II L P CENTRAL INDEX KEY: 0000915653 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVE 27TH FL CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 150 EAST 52ND STREET, 21ST FLOOR CITY: NY STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)(1) CONTINENTAL MATERIALS CORPORATION - -------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of class of securities) 211615 20 8 - -------------------------------------------------------------------------------- (CUSIP number) STEVEN WOLOSKY, ESQUIRE OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP 505 Park Avenue New York, New York 10022 (212) 753-7200 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) December 14, 1998 - -------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Note. six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) - -------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ----------------------------- ---------------------------- CUSIP No. 211615 20 8 13D Page 2 of 6 Pages - ----------------------------- ---------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS STEEL PARTNERS II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OR ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 118,350 OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 118,350 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 118,350 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% 14 TYPE OF REPORTING PERSON* PN - ----------------------------- ---------------------------- CUSIP No. 211615 20 8 13D Page 3 of 6 Pages - ----------------------------- ---------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WARREN LICHTENSTEIN 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OR ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 118,350 OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER - 0 - 9 SOLE DISPOSITIVE POWER 118,350 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 118,350 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------- ---------------------------- CUSIP No. 211615 20 8 13D Page 4 of 6 Pages - ----------------------------- ---------------------------- This constitutes Amendment No. 6 ("Amendment No. 6") to Schedule 13D filed by the undersigned on or about August 4, 1995 (the "Schedule 13D"). Except as specifically amended by this Amendment No. 6, the Schedule 13D, as amended, remains in full force and effect. Item 3 is amended to read in its entirety as follows: Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price of the 118,350 Shares owned by Steel Partners II is $2,163,058. The Shares owned by Steel Partners II were acquired with partnership funds. Item 5 (a) is amended to read as follows: Item 5. Interest in Securities of the Issuer. (a) The aggregate percentage of Shares of Common Stock reported owned by each person named herein is based upon 1,072,371 Shares outstanding, which is the total number of Shares of Common Stock outstanding as reported in the Issuer's Form 10-Q for the fiscal quarter ended October 3, 1998. As of the close of business on December 22, 1998, Steel Partners II beneficially owns 118,350 Shares of Common Stock, constituting approximately 11.0% of the Shares outstanding and Mr. Lichtenstein beneficially owns 118,350 Shares, representing approximately 11.0% of the Shares outstanding, by virtue of his authority to vote and dispose of the 118,350 Shares owned by Steel Partners II. Item 5(c) is amended by adding the following: (c) Schedule A annexed hereto lists all transactions in the Issuer's Common Stock in the last sixty days by the Reporting Persons. - ----------------------------- ---------------------------- CUSIP No. 211615 20 8 13D Page 5 of 6 Pages - ----------------------------- ---------------------------- SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 23, 1998 STEEL PARTNERS II, L.P. By: Steel Partners, L.L.C., General Partner By: /s/ Warren G. Lichtenstein --------------------------------- Warren G. Lichtenstein, Chief Executive Officer /s/ Warren G. Lichtenstein -------------------------------------- WARREN G. LICHTENSTEIN - ----------------------------- ---------------------------- CUSIP No. 211615 20 8 13D Page 6 of 6 Pages - ----------------------------- ---------------------------- 6 SCHEDULE A Transactions in the Shares Within the Past 60 Days -------------------------------------------------- Shares of Common Price Per Date of Stock Purchased Share Purchase STEEL PARTNERS II, L.P. 800 32.54500 12/09/98 900 32.43389 12/11/98 5,700 32.92000 12/14/98 700 33.04500 12/15/98 400 33.65000 12/16/98 700 34.00929 12/17/98 200 34.17500 12/18/98 1,700 34.64059 12/21/98 WARREN LICHTENSTEIN None. -----END PRIVACY-ENHANCED MESSAGE-----